Common use of Borrowing Procedure Clause in Contracts

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the day of the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver or telecopy fax to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the day Business Day of the a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s 's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the day of the one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the applicable Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the applicable Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the day of the one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the applicable Borrower a written Borrowing Request and shall specify the following information: (i) whether the such Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan, a deemed Borrowing pursuant to Section 2.02(f) or a Mandatory Borrowing pursuant to Section 2.22(f), in each case, as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the day Business Day of the a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the applicable Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR BorrowingBorrowing (provided that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, provided that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion Pro Rata Percentage of the requested Borrowing.

Borrowing Procedure. In order to The Company will request a Borrowing Loan hereunder by written notice in the form of Exhibit 2.2 annexed hereto, or by telephonic notice (other than a deemed Borrowing pursuant to Section 2.02(fwhich notice shall be confirmed in writing if the Agent so requests), as to which this Section 2.03 shall not apply)notices will be irrevocable, the applicable Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City Milwaukee time, three on the proposed Borrowing Date, or, in the case of an Adjusted LIBOR Rate Loan, not less than two Business Days before a the proposed BorrowingBorrowing Date. In the event of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice will control. Each such request will be effective upon receipt by the Agent and will specify (i) the amount of the requested Loan; (ii) the proposed Borrowing Date; (iii) whether such Loan will bear interest at the Variable Rate or at the Adjusted LIBOR Rate; and (biv) in the case of an ABR BorrowingAdjusted LIBOR Rate Loan, the Interest Period therefor. Upon its receipt of such notice from the Company, the Agent shall promptly give notice to the other Banks, each of which shall have its respective portion of the requested Loan available to the Agent in Milwaukee in immediately available funds not later than 12:00 noon2:00 p.m., New York City Milwaukee time, on the day Borrowing Date. Out of the proposed Borrowing. Each Borrowing Request shall be irrevocablefunds received from each Bank for the making of the Loans hereunder, shall be signed by or the Agent will make a Loan to the Company in such amount on behalf of such Banks. Notes and other required documents delivered to the applicable Borrower Agent for the account of each Bank shall be promptly delivered to such Bank, or in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall request. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available to the Agent such Bank's pro rata share of a requested Loan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If and to the extent that such Bank, without giving such notice, shall specify not have so made such amount available to the following information: Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) whether in the Borrowing then being requested is case of the Company, the rate applicable to be a Eurodollar Borrowing or an ABR Borrowing; such Loan, and (ii) in the case of such Bank, the Federal Funds Rate for each of the first three days (or fraction thereof) after the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 (demand and the contents Variable Rate for each day (or fraction thereof), and of each Lender’s portion of the requested Borrowing) thereafter.

Borrowing Procedure. (a) In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f)Competitive Loan, as to which this Section 2.03 2.04 shall not apply), the applicable Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Borrowing Request in a form approved by the Administrative Agent (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon10:00 a.m., New York City time, on the day of such Borrowing; provided, however, that Borrowing Requests with respect to Borrowings to be made on the proposed BorrowingClosing Date may, at the discretion of the Administrative Agent, be delivered later than the times specified above. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. The Administrative Agent shall promptly (and in any event on the same day that the Administrative Agent receives such notice, if received by 1:00 p.m., New York City time, on such day) advise the applicable Lenders of any notice given pursuant to this Section 2.03 2.04 (and the contents thereof), and of each Lender’s 's portion of the requested Borrowing. (b) If the applicable Borrower shall not have delivered a Borrowing Request in accordance with this Section 2.04 prior to the end of the Interest Period then in effect for any Revolving Credit Borrowing and requesting that such Borrowing be refinanced, then such Borrower shall (unless such Borrower has notified the Administrative Agent, not less than three Business Days prior to the end of such Interest Period, that such Borrowing is to be repaid at the end of such Interest Period) be deemed to have delivered a Borrowing Request requesting that such Borrowing be refinanced with a new Borrowing of equivalent amount, and such new Borrowing shall be an ABR Borrowing.

Borrowing Procedure. In order to (a) To request a Revolving Borrowing or a Term Borrowing, the Administrative Borrower shall deliver a written request (by hand delivery, email through a “pdf” copy or telecopier, or facsimile transmission (or transmit by other than a deemed Borrowing pursuant to Section 2.02(felectronic transmission if arrangements for doing so have been approved in writing by the Administrative Agent)), as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver or telecopy a duly completed and executed Borrowing Request to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three on the third Business Days Day before a the date of the proposed Borrowing, and Borrowing or (bii) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, on the day of one Business Day prior to the proposed Borrowing. Each Borrowing Request for a Revolving Loan or a Term Loan shall be irrevocable, shall be signed by or on behalf of the applicable Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR aggregate principal amount of such Borrowing; , which shall comply with the requirements of Section 2.02(a); (ii) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (iv) in the number and location case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period” contained herein; (v) the location and number of the respective Borrower’s account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c)); ; (ivvi) that the amount of such Borrowing; conditions set forth in Sections 4.02(b) and (vc) if such are satisfied as of the date of the notice; and (vii) whether the requested Borrowing is to be a Eurodollar Revolving Borrowing or a Term Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeBorrowing, then the applicable Administrative Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall promptly advise each applicable Lender of the Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender’s portion Loan to be made as part of the requested Borrowing. (b) The Co-Borrower hereby irrevocably appoints the Administrative Borrower as its agent to request and receive Loans and Letters of Credit pursuant to this Agreement in the name or on behalf of the Co-Borrower. The Administrative Agent and the Lenders may disburse the Loans to such bank account of the Administrative Borrower or the Co-Borrower or otherwise make such Loans to a Borrower and provide such Letters of Credit to a Borrower as the Administrative Borrower may designate or direct, without notice to the other Borrower or any Guarantor. The Administrative Borrower hereby accepts the appointment by the Co-Borrower to act as the agent of the Co-Borrower and agrees to ensure that the disbursement of any Loans to a Borrower requested by or paid to or for the account of such Borrower, or the issuance of any Letter of Credit for a Borrower hereunder, shall be paid to or for the account of such Borrower. The Co-Borrower hereby irrevocably appoints and constitutes the Administrative Borrower as its agent to receive statements on account and all other notices from the Agents and the Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Loan Documents. Any notice, election, representation, warranty, agreement or undertaking made on behalf of the Co-Borrower by the Administrative Borrower shall be deemed for all purposes to have been made by the Co-Borrower, as the case may be, and shall be binding upon and enforceable against the Co-Borrower to the same extent as if made directly by the Co-Borrower. (c) All Loans or Letters of Credit requested by the Administrative Borrower for ultimate use by the Loan Parties may be drawn or obtained in the name of the Administrative Borrower or the name of the Co-Borrower. Upon request, the Administrative Borrower shall promptly confirm for the Administrative Agent that each Loan or Letter of Credit has been issued in the name of the appropriate Borrower and, in the event of any error, the respective records shall be adjusted without prejudice to the rights of the Agents or the Lenders.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver or telecopy fax to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the day of a proposed Borrowing (or, with respect to the proposed BorrowingBorrowing of Term Loans of any Type on the Restatement Date, such shorter notice as is reasonably acceptable to the Administrative Agent). Each Borrowing Request shall be irrevocableirrevocable (other than any Borrowing Request with respect to the Borrowing of Term Loans on the Restatement Date), shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s 's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the applicable Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, 12:30 p.m. three Business Days before a proposed Borrowing, Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the day of the 12:30 p.m. one Business Day before a proposed Borrowing. Each Borrowing Request such telephonic request shall be irrevocable, shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the applicable Borrower a written Borrowing Request and shall specify the following information: (i) whether the such Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the initial Interest Period or Interest Periods with respect thereto; provided, however, that, that notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the applicable The Borrower shall hand deliver or telecopy request the borrowing of a Loan by delivering to the Administrative Agent Lender a duly completed written Borrowing Request (a) in Notice signed by the case of a Eurodollar BorrowingBorrower, not which shall be delivered to the Lender by no later than 11:00 a.m., New York City time, three Business Days before a proposed Borrowing, and fifteen (b15) in days (or such shorter period as may be agreed by the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on Lender) prior to the day date of the proposed Borrowingrequested borrowing. Each Borrowing Request Notice shall be irrevocable, shall be signed by or on behalf of the applicable Borrower irrevocable and shall specify the following information: (i) whether the Borrowing then being Tranche that is requested is to be a Eurodollar Borrowing or an ABR Borrowing; by the Borrower, (ii) the date of such Borrowing the requested borrowing (which shall be a Business DayDay not less than fifteen (15) days after delivery, or such shorter period as may be agreed by the Lender); , (iii) the number and location aggregate principal amount of the account to which funds are Tranche to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); borrowed, (iv) the amount specific purposes to which the proceeds of such Borrowing; Loan shall be applied (as permitted by Section 2.5 below), and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements other information and certifications as set forth in Section 2.02the form of Borrowing Notice and as the Lender shall otherwise have reasonably requested. If no election as Each submittal of a Borrowing Notice by the Borrower to the Type Lender shall constitute a separate representation, warranty and covenant by the Borrower that the conditions precedent thereto have been satisfied and that the Borrower shall use and apply the proceeds of the Loan solely as set forth in such Borrowing is specified in any such notice, then the requested Borrowing Notice. No Tranche shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing advanced if a Default or Event of Default has occurred and is specified in any such notice, then continuing (unless the applicable Borrower shall be deemed to have selected an Interest Period Lender has waived the relevant Default or Event of one month’s duration. The Administrative Agent shall promptly advise Default for the Lenders purpose of any notice given pursuant to this Section 2.03 (and advancing the contents thereofLoan), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the applicable Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Borrowing Request of such request in writing (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three Business Days before a proposed Borrowing (or, in the case of the extension of credit on the Restatement Effective Date, prior to the proposed Borrowing), and (b) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, on the day of the one Business Day before a proposed Borrowing. Each Borrowing such Request for Credit Extension shall be irrevocable, shall irrevocable (but may be signed by conditioned upon the prepayment of indebtedness or on behalf the consummation of the applicable Borrower a specified transaction) and shall specify the following information: (i) the Class of Loans to be borrowed and whether the such Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing RequestRequest for Credit Extension, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the applicable Borrower shall notify the Administrative Agent by telephone (promptly confirmed by fax) or shall hand deliver or telecopy fax to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, on the day of the one Business Day before a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the initial Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to in accordance with this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Competitive Borrowing or a deemed Borrowing pursuant to Section 2.02(f)) hereof, as to which this Section 2.03 2.04 shall not apply), the applicable Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City Dallas, Texas time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon10:00 a.m., New York City timeDallas, Texas on the day date (which shall be a Business Day) of the a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing (it being understood that the Borrowing on the Closing Date shall be an ABR Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))) hereof; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; and (vi) if the Borrower has complied with each condition set forth in Section 2.02(b) hereof; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Competitive Borrowing shall comply with the requirements set forth in Section 2.022.03 hereof. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 2.04 hereof (and the contents thereof), and of each Lender’s 's portion of the requested Borrowing.

Borrowing Procedure. In order to To request a Borrowing Borrowing, Borrower shall deliver, by hand delivery or facsimile (or transmit by other than a deemed Borrowing pursuant to Section 2.02(felectronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver or telecopy a duly completed and executed Borrowing Request to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.3:00 p.m., New York City time, three Business Days before a the date of the proposed Borrowing, and Borrowing or (bii) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, on one Business Day before the day date of the proposed Borrowing. Each Borrowing Request for a Term Loan shall be irrevocable, shall be signed by or on behalf of the applicable Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02: (ia) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR aggregate amount of such Borrowing; ; (iib) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (iiic) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (d) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of “Interest Period”; (e) the location and number and location of the Borrower’s account to which funds are to be disbursed disbursed; and (which shall be an account f) that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements conditions set forth in Section 2.02Sections 4.02(b) and (c) are satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeBorrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall promptly advise each Lender of the Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender’s portion Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)the initial Borrowing, the applicable Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before a the proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the day of the proposed Borrowing. Each The Borrowing Request shall be irrevocable, shall be signed confirmed promptly by hand delivery or on behalf telecopy to the Administrative Agent of a written Borrowing Request substantially in the applicable Borrower form of Exhibit C or such other form as shall be acceptable to the Administrative Agent and shall specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any the Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s 's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the same day of as the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; provided, however, that, unless the Required Lenders otherwise agree, no Eurodollar Borrowing shall be requested or made if a Default or Event of Default has occurred and is continuing; (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s 's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than Borrowing, a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), Responsible Officer of the applicable Borrower shall provide written notice by hand deliver delivery or telecopy fax to the Administrative Agent a duly completed Borrowing Request of such request (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.12:00 (noon), New York City time, three Business Days (or such shorter period as the Administrative Agent may agree) before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the day of the one Business Day before a proposed Borrowing. Each such Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the such Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.022.01(a)(i). If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this _________Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the applicable Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Borrowing Request in the form of Exhibit A (a) in the case of a Eurodollar Borrowing, not later than 11:00 10:30 a.m., New York City time, three Business Days before a proposed Borrowing, Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 noon10:30 a.m., New York City time, on the day of the a proposed Borrowing. Each Borrowing Request Such notice shall be irrevocable, shall be signed by or on behalf of the applicable Borrower irrevocable and shall in each case specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowingthereof; and (viii) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with not end after the requirements set forth in Section 2.02Maturity Date. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. Notwithstanding any other provision of this Agreement to the contrary, the Borrower shall not be entitled to request any Borrowing if the Interest Period requested with respect to such Borrowing would end after the Maturity Date. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s 's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan, or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 2.05 shall not apply), the applicable Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, on the day of the one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf facsimile to the Administrative Agent of the applicable Borrower a written Borrowing Request and shall specify the following information: (i) whether the such Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 2.05 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Conversion) during the Funding Availability Period, the applicable Borrower shall hand deliver or telecopy send via facsimile (which facsimile may be delivered via the recipient’s electronic mail system) to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.12:00 p.m., New York City time, three (3) Business Days before a (or such shorter period of time as Agent may agree) prior to the proposed Borrowing, and (bii) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, on the day Business Day of the proposed Borrowing. Each Borrowing Request Such notice shall be irrevocable, shall be signed by or on behalf of the applicable Borrower irrevocable and shall in each case specify the following information: (iA) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; , (iiB) the date of such Borrowing (which shall be a Business Day); (iiiDay and shall constitute a Funding Date) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; thereof and (vC) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as Notwithstanding anything to the Type contrary herein, the Borrower may request up to four (4) Borrowings (which, for the avoidance of Borrowing is specified in doubt, shall not include any such notice, then Conversions or continuations of existing Borrowings) during the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested BorrowingFunding Availability Period.

Borrowing Procedure. In order (a) Whenever the Company desires to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f)borrow hereunder, as to which this Section 2.03 it shall not apply), the applicable Borrower shall hand deliver or telecopy irrevocable telephonic notice to the Administrative Agent followed immediately by written notice in the form of a duly completed Borrowing Request Notice of Borrowing, which telephonic notice must be received by the Administrative Agent no later than (ai) 8:00 a.m. (California time) on the proposed Funding Date in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City Base Rate Loans and (ii) 9:00 a.m. (California time, ) three Business Days before a in advance of the proposed Borrowing, and (b) Funding Date in the case of an ABR BorrowingEurodollar Rate Loans, not later than 12:00 noon, New York City time, on the day of specifying (A) the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (Funding Date which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (ivB) the amount of such Borrowing; the proposed borrowing, (C) whether the proposed borrowing shall consist of Base Rate Loans or Eurodollar Rate Loans, and (vD) if such Borrowing is to be a in the case of Eurodollar BorrowingRate Loans, the requested Interest Period with respect thereto; provided, however, that, notwithstanding Period. Base Rate Loans made on any contrary specification Funding Date shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. Eurodollar Rate Loans made on any Funding Date shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $500,000 in excess of that amount. (b) Promptly (and in any event within two hours) after receipt of a Notice of Borrowing Request(or telephone notice in lieu thereof), the Administrative Agent shall notify each requested Borrowing Lender of the proposed borrowing. Each Lender shall comply with make available to the requirements Administrative Agent its Pro Rata Share of the amount (if any) by which the principal amount of the proposed borrowing exceeds the principal amount of the Loans (if any) maturing on the Funding Date, in same day funds, by remitting such funds to the Administrative Agent’s Office no later than 11:00 a.m. (California time) on the Funding Date. Upon satisfaction of the conditions set forth in Section 2.02. If no election as to 4.02, the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise make available to the Company on such Funding Date the aggregate of the amounts (if any) so made available by the Lenders by causing an amount of any notice given pursuant same day funds equal to this Section 2.03 such aggregate amount (and if any) received by the contents thereof), and of each Lender’s portion Administrative Agent to be credited to the account of the requested BorrowingCompany at the Administrative Agent’s Office. To the extent that Eurodollar Rate Loans made by the Lenders mature on any Funding Date, the Lenders shall apply the proceeds of the Loans made on such Funding Date, to the extent thereof, to the repayment of such maturing Loans, such Loans and repayments intended to be a contemporaneous exchange.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the applicable Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Borrowing Request of such request in writing (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the day of the one Business Day before a proposed Borrowing. Each such written Borrowing Request shall be irrevocableirrevocable (provided that any such notice may be conditioned on the effectiveness of the Closing Date), and shall be signed made by hand delivery or on behalf of e-mail to the applicable Borrower Administrative Agent and shall specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, provided that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a the Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)be made on the Restatement Date, the applicable Borrower shall hand deliver or telecopy fax (or telephone notice promptly confirmed by written or fax notice) to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.12:00 (noon), New York City time, three one Business Days Day before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the day of the proposed Borrowing. Each Such Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the such Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the applicable Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, on the day of the one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the applicable Borrower a written Borrowing Request and shall specify the following information: (i) whether the such Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, that notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR a Eurodollar Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the applicable The Borrower shall hand deliver or telecopy request the borrowing of an Advance by delivering to the Administrative Agent Lender a duly completed written Borrowing Request (a) in Notice signed by the case of a Eurodollar BorrowingBorrower, not which shall be delivered to the Lender by no later than 11:00 a.m., New York City time, three Business Days before a proposed Borrowing, and 15 days (bor such shorter period as may be agreed to by the Lender) in prior to the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the day date of the proposed Borrowingrequested Advance. Each Borrowing Request Notice shall be irrevocable, shall be signed by or on behalf of the applicable Borrower irrevocable and shall specify the following information: (i) whether that an Advance is requested by the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; Borrower, (ii) the date of such Borrowing the requested Advance (which shall be a Business DayDay not earlier than 15 days after delivery, or such earlier date as may be agreed to by the Lender); , (iii) the number and location aggregate principal amount of the account to which funds are Advance to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); borrowed, (iv) the amount specific purposes to which the proceeds of such Borrowing; Advance shall be applied (as permitted by Section 2.5 below) by reference to specific applicable information and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements other information and certifications as set forth in Section 2.02the form of Borrowing Notice and as the Lender shall otherwise have reasonably requested. If no election as Each submission of a Borrowing Notice by the Borrower to the Type Lender shall constitute a separate representation, warranty and covenant by the Borrower to use and apply the proceeds of the Advance solely as set forth in such Borrowing is specified in any such noticeNotice. Subject to the terms and conditions hereof, then an Advance requested by the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period made available by way of one month’s duration. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion wire transfer or other electronic funds transfer of the requested Borrowingapplicable funds into the Borrower’s Account. No Advance shall be advanced if a Default has occurred and is continuing or could result from such Advance (unless the Lender has waived in writing the relevant Default for the purpose of advancing the Advance).

Borrowing Procedure. In order to request a the Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)be made on the Closing Date, the applicable Borrower shall hand deliver or telecopy (with receipt confirmed telephonically) to the Administrative Agent a duly completed Borrowing Request written borrowing request (a) in the case of a Eurodollar Borrowing, not later than 11:00 10:30 a.m., New York City time, three two Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon10:30 a.m., New York City time, on the day of same Business Day as the proposed BorrowingBorrowing is to be made. Each Borrowing Request Such borrowing request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such the Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c2.2(c)); and (iv) the amount length of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the initial Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. The Administrative Agent shall promptly (and in any event on the same day that the Administrative Agent receives such notice, if received by 1:00 p.m., New York City time, on such day) advise the applicable Lenders of any notice given pursuant to this Section 2.03 2.3 (and the contents thereof), and of each Lender’s 's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the same day of the as a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the applicable Borrower a written Borrowing Request and shall specify the following information: (i) whether the such Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to To request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f)Loans, as to which this Section 2.03 shall not apply), the applicable Borrower shall deliver, by hand deliver delivery or telecopy to the Administrative Agent telecopier, a duly completed and executed Borrowing Request to Administrative Agent (ai) in the case of a Eurodollar BorrowingLoans, not later than 11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing, and Borrowing or (bii) in the case of an ABR BorrowingLoans, not later than 12:00 noon11:00 a.m., New York City time, on the day date of the proposed Borrowing; provided, that, the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the initial Credit Extensions; provided, further, that, Borrower may make telephonic requests for Loans so long as a duly completed written and executed Borrowing Request is received prior to the times set forth above. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02: (ia) the aggregate amount of such borrowing; (b) whether the Borrowing then being requested such borrowing is to be a for ABR Loans or Eurodollar Borrowing or an ABR Borrowing; Loans; (iic) in the date case of such Borrowing (Eurodollar Loans, the initial Interest Period to be applicable thereto, which shall be a Business Day); period contemplated by the definition of the term “Interest Period”; (iiid) the location and number and location of the Borrower’s account to which funds are to be disbursed disbursed; and (which shall be an account that complies with e) in the requirements case of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any initial Borrowing Request, each requested that the conditions set forth in Sections 4.02 and 4.03 have been satisfied as of the date of the notice and in the case of any other Borrowing shall comply with Request, that the requirements conditions set forth in Section 2.024.03 have been satisfied as of the date of the notice. If no election as to the Type of Borrowing Loans is specified in any such noticespecified, then the requested Borrowing borrowing shall be an for ABR BorrowingLoans. If no Interest Period Promptly following receipt of a Borrowing Request in accordance with respect to any Eurodollar Borrowing is specified in any such noticethis Section 2.03, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise each Lender of the Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender’s portion Loan to be made as part of the requested Borrowing, which amount shall not exceed such Lender’s Commitments.

Borrowing Procedure. In order to request the case of Loans other than Swing Line Loans, by delivering a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver or telecopy Request to the Administrative Agent not later than 2:00 p.m. on a duly completed Borrowing Request (a) Business Day, the Borrower may from time to time irrevocably request, on not less than one Business Day's notice in the case of a Eurodollar BorrowingBase Rate Loans, not later than 11:00 a.m., New York City time, or three Business Days before a proposed Borrowing, and (b) Days' notice in the case of an ABR BorrowingEurodollar Rate Loans, and in either case not later more than 12:00 noonfive Business Days' notice, New York City timethat a Borrowing be made, on in the day case of either Eurodollar Rate Loans or Base Rate Loans, in a minimum amount of either $1,000,000 or the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf unused amount of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect theretoCommitment; provided, however, that, notwithstanding any contrary specification subject to the Borrower's right to convert such Loans to Eurodollar Rate Loans pursuant to Section 2.4, all of the Loans made on the Effective Date shall be made as Base Rate Loans; and provided, further, that prior to the earlier to occur of (a) the 60th day after the Effective Date and (b) the date on which the Administrative Agent reasonably determines that the primary syndication of the Loans has been completed (with the Administrative Agent agreeing to promptly notify the Borrower of such determination) (the "Syndication Period"), no Loan may be made as, or converted into, a Eurodollar Rate Loan with an Interest Period in any Borrowing Requestexcess of one month (with all such Interest Periods ending on the same day during such period). On the terms and subject to the conditions of this Agreement, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be comprised of the type of Loans, and shall be made on the Business Day, specified in such Borrowing Request. In the case of Loans other than Swing Line Loans, not later than 1:00 p.m. on such Business Day each Lender that has a Commitment to make the Loans being requested shall deposit with the Administrative Agent same day funds in an ABR amount equal to such Lender's Percentage of the requested Borrowing. If no Interest Period with respect Such deposit will be made to any Eurodollar Borrowing is specified in any such noticean account which the Administrative Agent shall specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise make such funds available to the Lenders of Borrower by wire transfer to the accounts the Borrower shall have specified in its Borrowing Request. No Lender's obligation to make any notice given pursuant Loan shall be affected by any other Lender's failure to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowingmake any Loan.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the applicable Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, on the day of the one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the applicable Borrower a written Borrowing Request and shall specify the following information: (i) whether the such Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the applicable Borrower shall hand deliver or telecopy a fully executed Borrowing Request to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.by 3:00 p.m, New York City time, three no fewer than five (5) Business Days before a proposed Borrowing, and Borrowing (b) other than in the case of an ABR Borrowingthe Borrowing to be made on the Closing Date, not later than 12:00 noonwhich may be provided by 2:00 p.m., New York City time, on the day of the not less than one Business Day before such proposed Borrowing). Each Such Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower irrevocable and shall specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; and (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), 2.02(g) or a Swing Line Borrowing as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver deliver, fax or telecopy send by electronic communication (e-mail) (or by telephone notice promptly confirmed by a written, fax or electronic communication (e-mail)) to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, 3:00 p.m. (Standard Time) three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, Borrowing not later than 12:00 noon, New York City time, 1:00 p.m. (Standard Time) on the day of the proposed Borrowing. Each such Borrowing Request shall be irrevocable, shall be signed by or on behalf of a Responsible Officer of the applicable Borrower and shall specify the following information: (i) whether the such Borrowing then being requested is to be a Eurodollar Eurocurrency Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Eurocurrency Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Eurocurrency Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a the Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)be made on the Closing Date, the applicable Borrower shall hand deliver or telecopy fax (or telephone notice promptly confirmed by written or fax notice) to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.12:00 (noon), New York City time, three one Business Days Day before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the day of the proposed Borrowing. Each Such Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the such Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a (a) Each Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), be made on notice given by the applicable Borrower shall hand deliver or telecopy to the Administrative Agent (i) not later than 11:00 a.m. on the requested date of such Borrowing, in the case of a duly completed Borrowing Request of ABR Loans or (aii) not later than 11:00 a.m. three (3) Business Days prior to the requested date of such Borrowing, in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before a proposed Borrowing, and (b; provided that such notice may be delivered as provided in Section 3.01(a)(xi) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, any Borrowing on the day of the proposed BorrowingClosing Date. Each Borrowing Request such notice shall be irrevocablein substantially the form of Exhibit J (a “Notice of Borrowing”), shall be signed by or on behalf of the applicable Borrower and shall specify the following information: specifying (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (iiA) the date of such Borrowing (proposed Borrowing, which shall be a Business Day); , (iiiB) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the aggregate amount of such proposed Borrowing; , (C) whether any portion of the proposed Borrowing will be of ABR Loans or Eurodollar Loans, (D) the initial Interest Period or Interest Periods for any Eurodollar Loans and (vE) the Class of such proposed Borrowing. The Loans shall be made as ABR Loans, unless, subject to Section 2.05, the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Loans. Each Borrowing shall be in an aggregate amount of not less than $500,000 or an integral multiple of $100,000 in excess thereof. (b) The Administrative Agent shall give to each Appropriate Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing and, if Eurodollar Loans are properly requested in such Borrowing is to be a Eurodollar Notice of Borrowing, the Interest Period applicable interest rate determined pursuant to Section 2.05. Each Lender shall, before 2:00 p.m. on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 9.01(B), in Same Day Funds in the applicable currency, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with respect thereto; providedSection 9.01) (i) on the Closing Date, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with of the requirements applicable conditions set forth in Section 2.023.01 and (ii) at any time (including the Closing Date), of the applicable conditions set forth in Section 3.02, and, subject to clause (c) below, after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrower as promptly as reasonably practicable. (c) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any proposed Borrowing that such Lender will not make available to the Administrative Agent such Lender’s Ratable Portion of such Borrowing (or any portion thereof), the Administrative Agent may assume that such Lender has made such Ratable Portion available to the Administrative Agent on the date of such Borrowing in accordance with this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If no election as and to the Type extent that such Lender shall not have so made such Ratable Portion available to the Administrative Agent, such Lender and the Borrower severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing is specified and (ii) in any the case of such noticeLender, then the requested Borrowing shall be an ABR Federal Funds Rate for the first Business Day and thereafter at the interest rate applicable at the time to the Loans comprising such Borrowing. If no Interest Period with respect such Lender shall repay to any Eurodollar the Administrative Agent such corresponding amount, such corresponding amount so repaid shall constitute such Lender’s Loan as part of such Borrowing is specified in any such notice, then for purposes of this Agreement. If the applicable Borrower shall be deemed repay to have selected an Interest Period of one month’s duration. The the Administrative Agent such corresponding amount, such payment shall promptly advise the Lenders not relieve such Lender of any notice given obligation it may have hereunder to the Borrower. (d) The failure of any Defaulting Lender to make on the date specified any Loan or any payment required by it, including any payment in respect of its participation in Swing Loans and Letter of Credit Obligations, shall not relieve any other Lender of its obligations to make such Loan or payment on such date but, except to the extent otherwise provided herein, no such other Lender shall be responsible for the failure of any Defaulting Lender to make a Loan or payment required under this Agreement. (e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Extension Amendment, the number of Interest Periods otherwise permitted by this Section 2.03 2.02(e) shall increase by three (and the contents thereof), and of 3) Interest Periods for each Lender’s portion of the requested Borrowingapplicable Class so established.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f2.02(e), as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver or telecopy to the Senior Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Euro-Dollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR a Base Rate Borrowing, not later than (1) 10:30 a.m., New York City time, on the Business Day of the proposed Borrowing, in the case of Borrowings to be made on the same day as such notice is given or (2) otherwise, 12:00 noon, New York City time, on the day of Business Day before the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: : (i) whether the Borrowing then being requested is to be a Eurodollar Term Borrowing or an ABR a Revolving Credit Borrowing; , and whether such Borrowing is to be a Euro-Dollar Borrowing or a Base Rate Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); ; (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); disbursed; (iv) the amount of such Borrowing; and and (v) if such Borrowing is to be a Eurodollar Euro-Dollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.;

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the day Business Day of the a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the such Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s 's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the day of one Business Day before the proposed BorrowingBorrowing is to occur. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the applicable Borrower a written Borrowing Request and shall specify the following information: (i) whether the such Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, on the day of the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a the Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)be made on the Closing Date, the applicable Borrower Borrowers shall hand deliver have delivered or telecopy faxed to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before a proposed Borrowingprior to the Closing Date, and (b) in the case of an ABR Borrowing, not later than 12:00 noon10:00 a.m., New York City time, on the day of the proposed BorrowingClosing Date. Each Such Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower Borrowers and shall specify the following information: (i) whether the such Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any the Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such noticerequest, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower Borrowers shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given request made pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the applicable Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the day Business Day of the a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or a Revolving Credit Borrowing, and, subject to the third sentence of Section 2.02(b), whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s 's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the applicable Borrower shall hand deliver by hand, overnight courier, or telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the day of the at least four (4) Business Days before a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf a Responsible Officer of the applicable Borrower and Borrower, shall specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR amount of such Borrowing; (ii) the date Approved Franchisee Loan or Loans to be funded with the proceeds of such Borrowing (which shall be a Business Day)the Borrowing; (iii) the number and location name of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))Franchisee Loan Borrower or Borrowers; (iv) the name and location of the ▇▇▇▇▇▇▇ Inn Hotel or Hotels covered by such Approved Franchisee Loans; (v) a schedule setting forth the total amount of each such BorrowingApproved Franchisee Loan and the amounts previously funded; and (vvi) if such the additional information required by the form of Borrowing is Request annexed hereto as Exhibit M, and shall be accompanied by (A) the applicable Requests for Advance under the applicable Approved Franchisee Loans; (B) the authorization and direction referred to in Section 2.02(e); (C) the information specified in Article IV; and (D) an Independent Construction Loan Monitor's Certification with respect to each Approved Franchisee Loan to be a Eurodollar funded with the proceeds of the Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, the amount of each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a the Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)be made on the A&R Effective Date, the applicable Borrower Borrowers shall hand deliver have delivered or telecopy faxed to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City Birmingham, Alabama time, three Business Days before a proposed Borrowingprior to the A&R Effective Date, and (b) in the case of an ABR Borrowing, not later than 12:00 noon10:00 a.m., New York City Birmingham, Alabama time, on the day of the proposed BorrowingA&R Effective Date. Each Such Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower Borrowers and shall specify the following information: (i) whether the such Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any the Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such noticerequest, then the requested Borrowing shall be an ABR Borrowing. If , and if no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower Borrowers shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given request made pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 2.05 shall not apply), the applicable Borrower shall hand deliver or telecopy facsimile to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the day Business Day of the a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the such Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 2.05 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f2.03(f), as to which this Section 2.03 2.04 shall not apply), the applicable Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.2:00 p.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, 1:00 p.m. New York City time, on the day Business Day of the a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.022.03. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.ABR

Borrowing Procedure. In order to To request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f)Loan, as to which this Section 2.03 shall not apply), the applicable Borrower shall deliver, by hand deliver delivery or telecopy telecopier, a duly completed and executed Borrowing Request to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar BorrowingLoan, not later than 11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing, and Loan or (bii) in the case of an ABR BorrowingLoan, (A) equal to or less than $5.0M, not later than 12:00 noon9:00 a.m., New York City time, on the day date of the proposed BorrowingLoan and (B) in excess of $5.0M, not later than 9:00 a.m., New York City time, one Business Day before the date of the proposed Loan. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02: (ia) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; aggregate amount of such Loan; (iib) the date of such Borrowing (Loan, which shall be a Business Day); ; (iiic) whether such Loan is to be an ABR Loan or of Eurodollar Loan; (d) in the case of a Eurodollar Loan, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (e) the location and number and location of the Borrower’s account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c)); and (ivf) that the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements conditions set forth in Section 2.02Sections 4.02(b)-(c) have been satisfied as of the date of the notice. If no election as to the Type of Borrowing Loan is specified in any such noticespecified, then the requested Borrowing Loan shall be an ABR BorrowingLoan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeLoans, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall promptly advise each Lender of the Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender’s portion of the requested BorrowingLoan to be made as part thereof.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the applicable Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.2:00 p.m., New York City time, three Business Days before a proposed BorrowingBorrowing (or, in the case of the Closing Date, such later time and date prior to the Closing Date as the Administrative Agent may agree in its sole discretion) and (b) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, on the day of the a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery, fax or on behalf other means of electronic transmission to the applicable Borrower Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the applicable Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Borrowing Request of such request by irrevocable written notice (in accordance with the immediately succeeding sentence) (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, 3:00 p.m. three Business Days before a proposed BorrowingBorrowing (or, in the case of any Eurodollar Borrowing to be made on the Closing Date, not later than 3:00 p.m. on the Business Day immediately preceding the Closing Date) and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the day of the 3:00 p.m. one Business Day before a proposed Borrowing. Each such notice shall be in the form of a Borrowing Request and shall be irrevocabledelivered to the Administrative Agent by hand delivery or fax, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the such Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the initial Interest Period or Interest Periods with respect thereto; provided, however, that, that notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.12:00 (noon), New York City time, three Business Days before a proposed BorrowingBorrowing (or not later than 8:00 p.m., New York City time, one Business Day before a proposed Borrowing to occur on the Closing Date), and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the day of the one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the applicable Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the applicable Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York, New York City time, three Business Days before a proposed such Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York, New York City time, on the day of the proposed such Borrowing. Each Borrowing Request Such notice shall be irrevocable, shall be signed by or on behalf of the applicable Borrower irrevocable and shall in each case specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowingthereof; and (viii) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with not end after the requirements set forth in Section 2.02Maturity Date. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. Notwithstanding any other provision of this Agreement to the contrary, no Borrowing shall be requested if the Interest Period with respect thereto would end after the Maturity Date. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s 's portion of the requested Borrowing.

Borrowing Procedure. (a) In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the applicable Borrower Company shall hand deliver give written or telecopy telex notice (or telephone notice promptly confirmed in writing or by telex) to the Administrative Agent a duly completed Borrowing Request in the form of Exhibit A (ai) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.10:30 A.M., New York City Charlotte, North Carolina time, three Business Days before a proposed Borrowingborrowing, and (bii) in the case of an ABR Borrowing, not later than 12:00 noon10:30 A.M., New York City Charlotte, North Carolina time, on the day of the one Business Day before a proposed Borrowingborrowing. Each Borrowing Request Such notice shall be irrevocable, shall be signed by or on behalf of the applicable Borrower irrevocable and shall in each case refer to this Agreement and specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number , and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowingthereof; and (viii) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR a Eurodollar Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower Company shall be deemed to have selected an Interest Period of one month’s 's duration. If the Company shall not have given notice in accordance with this Section 2.02 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Company shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with a Eurodollar Borrowing with an Interest Period of one month. The Administrative Agent shall promptly advise the Lenders Banks of any notice given pursuant to this Section 2.03 (and the contents thereof), 2.02 and of each Lender’s Bank's portion of the requested Borrowing. (b) Advances....

Borrowing Procedure. In order to To request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f)Revolving Borrowing, as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (aconfirmed by telecopy or e-mail no later than one Business Day following such request) (i) in the case of a Eurodollar Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three Business Days before a the date of the proposed Borrowing, and (b) Borrowing or in the case of an ABR Borrowing, Borrowing (other than Swingline Loans) not later than 12:00 noon1:00 p.m., New York City time, on the day Business Day of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by or on behalf of the applicable Borrower Borrower. Each such telephonic and written Borrowing Request shall specify the following information: information in compliance with Section 2.02: (ia) whether the requested Borrowing then being requested is to be a Eurodollar Revolving Borrowing or an ABR a Swingline Loan; (b) the aggregate amount of such Borrowing; ; (iic) the date of such Borrowing (Borrowing, which shall be a Business Day); (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Revolving Borrowing; (e) in the case of a Eurodollar Revolving Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; provided, that until the earlier of (iiii) the number and location date on which the Administrative Agent shall have notified Borrower that the primary syndication of the Commitments has been completed and (ii) the date which is 180 days after the Original Closing Date, the Interest Period shall be one month; (f) the location and number of Borrower’s account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c))2.02; and (ivg) that the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements conditions set forth in Section 2.024.02 (b)-(e) are satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeRevolving Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s durationduration (subject to the proviso in clause (e) above). The Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall promptly advise notify Collateral Agent of the Lenders borrowing Request, confirm with Collateral Agent that the funding of any notice given pursuant to such Borrowing Request is in conformity with this Section 2.03 (and advise each Lender of the contents thereof), details thereof and of each the amount of such Lender’s portion Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to To request a Borrowing Borrowing, Borrower shall deliver, by hand delivery or telecopy (or transmit by other than a deemed Borrowing pursuant to Section 2.02(felectronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver or telecopy a duly completed and executed Borrowing Request to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three Business Days before a the date of the proposed Borrowing, and Borrowing or (bii) in the case of an ABR Borrowing, not later than 12:00 noonp.m., New York City time, on the day date of the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02: (ia) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR aggregate amount of such Borrowing; ; (iib) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (iiic) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (d) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto; (e) the location and number and location of the Borrower’s account to which funds are to be disbursed disbursed; and (which shall be an account f) that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements conditions set forth in Section 2.02Sections 4.02(b)-(e) are satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeBorrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall promptly advise each Lender of the Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender’s portion Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)on any date, the applicable Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Borrowing Request written notice (a) in the case of a Eurodollar Eurocurrency Borrowing, not later than 11:00 a.m., New York City timeStandard Time, three Business Days before a proposed Borrowingsuch date, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City timeStandard Time, one Business Day before such date; provided, however, that in the case of any Borrowing to be made or continued on the day Closing Date such notice may, at the discretion of the proposed BorrowingAdministrative Agent, be delivered later than the times specified above. Each Borrowing Request such notice shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) the currency in which such Borrowing is to be denominated, which shall be Dollars or Local Currency, (ii) in the case of a Borrowing denominated in Dollars, whether the such Borrowing then being requested is to be a Eurodollar Eurocurrency Borrowing or an ABR Borrowing; (iiiii) the date of such Borrowing (which shall be a Business Day); , (iiiiv) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (ivv) the amount of such Borrowing; and (vvi) if such Borrowing is to be a Eurodollar Eurocurrency Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Requestsuch notice, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing2.

Borrowing Procedure. In order to request a Revolving Credit Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the applicable a Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone or in writing (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.1:00 p.m., New York City timeLocal Time, three Business Days before a proposed Borrowing, Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City timeLocal Time, on the day requested date of the any proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery, fax or on behalf electronic mail to the Administrative Agent of the applicable Borrower a written Borrowing Request and shall specify the following information: (i) whether the such Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, provided that notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable such Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 2.03(a) (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request The procedure for Borrowings under this Agreement shall be as follows: (a) By delivering a Borrowing Request to the Agent on or before 10:30 a.m., New York time, on a Business Day, a Borrower (other than an English Sub, French Sub and German Sub) may from time to time irrevocably request, on a deemed same-day basis for Reference Rate Loans, and on not less than three nor more than five Business Days' notice for Interbank Rate Loans, that a Borrowing pursuant in Dollars be made in a minimum amount of $500,000 and an integral multiple of $100,000, or in the unused amount of the applicable Commitment. On the terms and subject to Section 2.02(f)the conditions of this Agreement, as each Borrowing shall be comprised of the type of Loans, and shall be made on the Business Day, specified in such Borrowing Request. The Agent shall provide prompt notice of such Borrowing Request to the Lenders, and on or before 1:00 p.m., New York time, on such Business Day each Lender shall deposit with the Agent same day funds in an amount equal to such Lender's Percentage of the requested Borrowing. Such deposit will be made to an account which this Section 2.03 the Agent shall not apply)specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the applicable Agent shall make such funds available to the related Borrower by wire transfer to the accounts the related Borrower shall hand deliver or telecopy have specified in its Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan. (b) By delivering a Borrowing Request to the Administrative Agent on or before 10:30 a.m., New York time, on a duly completed Business Day, the English Sub may from time to time irrevocably request, on not less than three nor more than five Business Days' notice, that a Borrowing be made in Pounds Sterling in a minimum Dollar Amount of $100,000 and an integral multiple of $100,000, or in the unused amount of its applicable Commitment. on the terms and subject to the conditions of this Agreement, each such Borrowing shall be comprised of Sterling Loans, and shall be made on the Business Day specified in such Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than on or before 11:00 a.m., New York City time, three on such Business Days Day Bank of America shall make such funds available to such Borrower to the accounts such Borrower shall have specified in its Borrowing Request. (c) By delivering a Borrowing Request to the Agent on or before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon10:30 a.m., New York City time, on a Business Day, the day French Sub may from time to time irrevocably request, on not less than three nor more than five Business Days' notice, that a Borrowing be made in French Francs in a minimum Dollar Amount of $100,000 and an integral multiple of $100,000, or in the proposed Borrowingunused amount of its applicable Commitment. On the terms and subject to the conditions of this Agreement, each such Borrowing shall be comprised of FF Loans, and shall be made on the Business Day specified in such Borrowing Request. On or before 11:00 a.m., New York time, on such Business Day Bank of America shall make such funds available to such Borrower to the accounts such Borrower shall have specified in its Borrowing Request. (d) By delivering a Borrowing Request to the Agent on or before 10:30 a.m., New York time, on a Business Day, the German Sub may from time to time irrevocably request, on not less than three nor more than five Business Days' notice, that a Borrowing be made in Deutsche Marks in a minimum Dollar Amount of $100,000 and an integral multiple of $100,000, or in the unused amount of its applicable Commitment. on the terms and subject to the conditions of this Agreement, each such Borrowing shall be comprised of DM Loans, and shall be made on the Business Day specified in such Borrowing Request. On or before 11:00 a.m. (New York time) on such Business Day Bank of America shall make such funds available to such Borrower to the accounts such Borrower shall have specified in its Borrowing Request. (e) Each Borrower acknowledges that any Lender's liability for any delay in funding a Borrowing Request shall not include incidental or consequential damages that may be irrevocable, shall be signed incurred by or on behalf of the applicable such Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be as a Eurodollar Borrowing or an ABR Borrowing; (ii) the date result of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowingdelay.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the day Business Day of the a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) subject to the second sentence of Section 2.02(b), whether the such Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s 's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City Eastern time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon10:00 a.m., New York City Eastern time, on the day of same Business Day as the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the applicable Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, three five Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the day of five Business Day before the proposed BorrowingBorrowing is to occur; provided, however, that, the Borrower and the Lenders acknowledge that, subject to Sections 2.08 and 2.15, all Borrowings will be Eurodollar Borrowings. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the applicable Borrower a written Borrowing Request and shall specify the following information: (i) whether the such Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; and (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR a Eurodollar Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the applicable Borrower Borrowers shall hand deliver or telecopy to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, on the day of the one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the applicable Borrower a written Borrowing Request and shall specify the following information: (i) whether the such Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower Borrowers shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not applyConversion), the applicable Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Borrowing Request notice in the form of Exhibit A (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, A.M. three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, 11:00 A.M. on the day of the a proposed Borrowing. Each Borrowing Request Such notice shall be irrevocable, shall be signed by or on behalf of the applicable Borrower irrevocable (unless otherwise expressly provided herein) and shall in each case specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowingthereof; and (viii) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise (but in any event no later than 12:00 P.M. on such date) the Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), 2.04 and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the applicable Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the day of one Business Day before the proposed BorrowingBorrowing is to occur; provided, however, that, the Borrower and the Lenders acknowledge that, subject to Sections 2.08 and 2.15, all Borrowings will be Eurodollar Borrowings. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the applicable Borrower a written Borrowing Request and shall specify the following information: (i) whether the such Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; and (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR a Eurodollar Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request (i) The Borrower shall give the Bank notice by means of a Borrowing borrowing notice for each requested Advance by not later than 11: 00 A.M. (other than a deemed Borrowing pursuant to Section 2.02(fAtlanta, Georgia time), as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three LIBOR Advances two (2) Business Days before a proposed Borrowingprior to the date of such Advance, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City timeBase Rate Advances, on the same day of the proposed Borrowing. Each Borrowing Request shall be irrevocableas such Advance, shall be signed by or on behalf of the applicable Borrower and shall specify the following informationspecifying: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing Advance (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (ivii) the amount of such Borrowing; Advance, and (viii) if such Borrowing is to be in the case of a Eurodollar BorrowingLIBOR Advance, the duration of the initial Interest Period Period. The Bank at its option may accept telephonic requests for Advances, provided that such acceptance shall not constitute a waiver of the Bank's right to delivery of a borrowing notice in connection with respect thereto; providedsubsequent Advances. Any telephonic request for an Advance by the Borrower shall be promptly confirmed by submission of a properly completed borrowing notice to the Bank. Each Advance shall be in a minimum principal amount of $1,000,000 or a greater integral multiple of $100,000. Subject to the other terms and conditions of this Agreement, howevernot later than 2:00 P.M. (Atlanta, thatGeorgia time) on the date specified for each Advance, notwithstanding any contrary specification the Bank will make such Advance available to the Borrower by depositing the same, in any Borrowing Requestimmediately available funds, each requested Borrowing into an account of the Borrower at the Bank or by wire transfer into an account at another financial institution designated by the Borrower. All notices under this paragraph shall comply with be irrevocable. Any notice under this paragraph received by the requirements Bank after the prescribed times set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower above shall be deemed to have selected been received on the next Business Day. (ii) The Borrower shall give the Bank notice by not later than 11:00 A.M. (Atlanta, Georgia time) two (2) Business Days prior to the end of any Interest Period of its intention to continue any outstanding LIBOR Advance for a new Interest Period and the duration of such new Interest Period. All such notices shall be irrevocable. If the Borrower shall fail to give the Bank notice as specified herein, such LIBOR Advance shall be automatically continued for an Interest Period of one (1) month’s duration. All Base Rate Advances shall automatically continue as Base Rate Advances unless the Borrower shall give notice to the Bank that it wishes to convert a Base Rate Advance to a LIBOR Advance, in which case the Borrower shall comply with the procedures specified in paragraph (i) above. The Administrative Agent shall promptly advise Borrower may also convert any LIBOR Advance to a Base Rate Advance at the Lenders end of any notice given pursuant to this Section 2.03 an Interest Period. (and iii) Notwithstanding the contents thereof)foregoing, and if a Potential Default or an Event of each Lender’s portion Default exists, all Advances shall, if not repaid or accelerated, be continued as Base Rate Advances after the expiration of the requested Borrowingthen current Interest Period.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the applicable Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Borrowing Request of such request in writing (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three Business Days before a proposed Borrowing (or, in the case of the extension of credit on the Restatement Effective Date, prior to the proposed Borrowing), and (b) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, on the day of the one Business Day before a proposed Borrowing. Each Borrowing such Request for Credit Extension shall be irrevocable, shall irrevocable (but may be signed by conditioned upon the prepayment of indebtedness or on behalf the consummation of the applicable Borrower a specified transaction) and shall specify the following information: (i) the Class of Loans to be borrowed and whether the such Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing RequestRequest for Credit Extension, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.. 41112.00012

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the applicable Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the day of the a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the such Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; and (vi) the expected Aggregate Credit Exposure on the date of such Borrowing (after giving effect to such Borrowing) and the Borrowing Base as set forth in the most recently provided Borrowing Base Certificate; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s 's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), ) as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Borrowing Request of such request in writing (ai) in the case of each Borrowing of a Eurodollar BorrowingLoan, not later than 11:00 a.m., prior to 12:00 noon (New York City time, ) at least three (3) Business Days before a proposed Days’ prior to the date of such Borrowing, and (bii) in the case of each Borrowing of an ABR BorrowingLoan (other than a Swing Loan), not later than prior to 12:00 noon, noon (New York City time) at least one (1) Business Day prior to the date of such Borrowing and (iii) in the case of any Borrowing under the Swing Line Facility, prior to 1:00 p.m. (New York City time) on the day proposed date of the proposed such Borrowing. Each such Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the Type of Loans such Borrowing then being requested is to be a will consist of (provided that the Interest Period for any Eurodollar Borrowing or an ABR Borrowingof Term Loans made on the Closing Date may end on a date as may be reasonably agreed upon by the Borrower and the Administrative Agent); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.022.02 and if such Borrowing is to be a Swing Loan, the Swing Loan Maturity Date (which shall be less than 30 days after the date of such Borrowing but at least five (5) Business Days after the date of such Borrowing); and (vi) the aggregate principal amount of the Loans to be made pursuant to such Borrowing. If no election as to the Type of Borrowing is specified in any such noticeBorrowing Request, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such noticeBorrowing Request, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f2.02(g), as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the day of the one Business Day before a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Borrowing of Tranche A Term Loans, a Borrowing of Tranche B Term Loans or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s 's portion of the requested Borrowing. If the Borrower shall not have delivered a Borrowing Request in accordance with this Section 2.03 prior to the end of the Interest Period then in effect for any Revolving Credit Borrowing and requesting that such Borrowing be refinanced, then the Borrower shall (unless the Borrower has notified the Administrative Agent, not less than three Business Days prior to the end of such Interest Period, that such Borrowing is to be repaid at the end of such Interest Period) be deemed to have delivered a Borrowing Request requesting that such Borrowing be refinanced with a new Borrowing of equivalent amount, and such new Borrowing shall be an ABR Borrowing.

Borrowing Procedure. In order to request The Borrowing of Loans on the Closing Date, each conversion of a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver or telecopy from one Type to the other, and each continuation of a Term SOFR Borrowing shall be made upon Borrower’s irrevocable notice to Administrative Agent, which may be given by telephone. Each such notice must be received by Administrative Agent a duly completed Borrowing Request not later than (ai) in the case of a Eurodollar Floating Rate Borrowing, not later than 11:00 a.m., New York City time, three Business Days before a proposed a.m. on the requested date of any such Borrowing, and or (bii) in the case of an ABR a Term SOFR Borrowing, not later than 12:00 noon, New York City time, on 11:00 a.m. three (3) Business Days prior to the day date of the proposed Borrowing. Each telephonic notice by Borrower pursuant to this Section 2.1(b) must be confirmed promptly by delivery to Administrative Agent of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of Bo▇▇▇▇▇▇. Each conversion to or continuation of a Term SOFR Borrowing shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof. Each conversion to a Floating Rate Borrowing shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof. Each Borrowing Request shall be irrevocable, shall be signed by (whether telephonic or on behalf of the applicable Borrower and written) shall specify the following information: (i) whether Borrower is requesting a Borrowing, a conversion of Borrowings from one Type to the Borrowing then being requested is to be other, or a Eurodollar Borrowing or an ABR Borrowing; continuation of Borrowings, (ii) the requested date of such Borrowing the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day); , (iii) the number and location principal amount of the account to which funds are Borrowings to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); borrowed, converted or continued, (iv) the amount Type of such Borrowing; Borrowings to be borrowed or to which existing Borrowings are to be converted, and (v) if such Borrowing is to be a Eurodollar Borrowingapplicable, the duration of the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as Borrower fails to the specify a Type of Borrowing is specified in any such notice, then the requested a Borrowing shall be an ABR Borrowing. If no Interest Period with respect Request or if Borrower fails to any Eurodollar Borrowing is specified in any such noticegive a timely notice requesting a conversion or continuation, then the applicable Borrowings shall be made as, or converted to, Base Rate Borrowings. Any such automatic conversion to Base Rate Borrowings shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Borrowings. If Borrower shall requests a Borrowing of, conversion to, or continuation of a Term SOFR Borrowing in any such Borrowing Request, but fails to specify an Interest Period, it will be deemed to have selected specified an Interest Period of one (1) month’s duration. The In addition to the foregoing, in connection with each Borrowing, the Borrower shall have delivered to the Administrative Agent shall promptly advise by no later than 11:00 a.m. on the Lenders requested date of any notice given pursuant to this Section 2.03 (and the contents thereof)such Borrowing, and of each Lender’s portion a Borrowing Base Certificate prepared as of the close of business on the Business Day immediately preceding such requested Borrowingdate.

Borrowing Procedure. In order to request effect a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the applicable Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed request for Borrowing, substantially in the form of Exhibit A hereto (a "Notice of Borrowing"), (i) in the case of Eurodollar Loans, not later than 11:00 a.m., Dallas, Texas time, three Business Days before the Borrowing Request Date specified for a proposed Borrowing, and (aii) in the case of Base Rate Loans, not later than 11:00 a.m., Dallas, Texas time, on the Business Day which is the Borrowing Date specified for a proposed Borrowing. No Facility B Loan shall be requested or made after the Facility B Termination Date. Such notice shall be irrevocable and shall in each case refer to this Agreement and specify (w) whether the Loans then being requested are to be made as Facility A Loans or Facility B Loans, (x) whether the Loans then being requested are to be Eurodollar Loans or Base Rate Loans, (y) the Borrowing Date of such Loans (which shall be a r Business Day) and the aggregate amount thereof (which shall not be less than $5,000,000 and shall be an integral multiple of $1,000,000), and (z) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the day of the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar BorrowingLoan, the Interest Period with respect thereto; providedthereto (which shall not end later than the Facility A Termination Date or the Facility B Termination Date, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowingapplicable). If no Interest Period with respect to any Eurodollar Borrowing Loan is specified in any such noticeNotice of Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. The Promptly, and in any event on the same day the Administrative Agent shall promptly advise the Lenders receives a Notice of any notice given Borrowing pursuant to this Section 2.03 (2.4, if such notice is received by 10:00 a.m., Dallas, Texas time on a Business Day and otherwise on the contents thereof)next succeeding Business Day, the Administrative Agent shall advise the other Lenders of such Notice of Borrowing and of each Lender’s 's portion of the requested BorrowingFacility A or Facility B Borrowing by telecopier. Each Borrowing shall consist of Loans of the same Type made on the same day and having the same Interest Period.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the applicable Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, on the day of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the applicable Borrower a written Borrowing Request and shall specify the following information: (i) whether the such Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), 2.02(g) or 2.02(h), as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver or telecopy fax to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, on the day of the one Business Day before a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Borrowing Request in writing of such request (a) subject to clause (c) below, in the case of a Eurodollar Borrowing, not later than 11:00 a.m.12:00 (noon), New York City time, three Business Days before a proposed BorrowingBorrowing (or, and in the case of the Closing Date, such later date on or before the Closing Date as the Administrative Agent may agree), (b) subject to clause (c) below, in the case of an ABR Borrowing, not later than 12:00 noon10:00 a.m., New York City time, on the day of the proposed Borrowing and (c) in the case of the Term Loan borrowed pursuant to Section 2.01(a)(ii), not later than 12:00 (noon), New York City time, five Business Days before a proposed Borrowing. Each such Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower irrevocable and shall specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing with an Interest Period in excess of one month or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))[reserved]; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), ) and of each Lender’s portion of the requested BorrowingBorrowing (it being understood that in the event that any Lender does not fund the full amount of its pro rata share of the Loans, each remaining Lender shall have the option of participating in the resulting shortfall in a pro rata amount based on its respective portion of the Commitments).

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., 12:00 noon (New York City time, ) three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, noon (New York City time, on the day of the ) one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the applicable Borrower a written Borrowing Request and shall specify the following information: (i) whether the such Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s 's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the applicable Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the day of the a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the applicable Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be Revolving Credit Borrowing or Swingline Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the applicable Borrower Borrowers shall hand deliver or telecopy fax to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, on the day of the one Business Day before a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower Borrowers and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing, an Other Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower Borrowers shall be deemed to have selected an Interest Period of one month’s 's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s 's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Borrowing Request (a) The borrowing by the Borrower hereunder shall be by way of a single borrowing of C$75,000,000 on the Closing Date. Such borrowing shall be made upon prior written notice from the Borrower to the Agent in the case form of a Eurodollar Exhibit B hereto (the "Notice of Borrowing, ") delivered to the Agent not later than 11:00 a.m., New York City 10:00 a.m. (Dallas time, ) at least three Business Days before a proposed Borrowing, Day prior to the Closing Date. The Notice of Borrowing shall be irrevocable and shall specify (bi) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the day amount of the proposed Borrowing. Each Borrowing Request borrowing and of each Loan comprising a part thereof (which shall be irrevocable, shall be signed by or on behalf in an aggregate amount of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing not less than C$3,000,000 or an ABR Borrowingintegral multiple of C$1,000,000 in excess thereof); (ii) the date of such Borrowing Date (which shall be a Business Daythe Closing Date); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to each such Loan and the Expiration Date of each such Interest Period (provided, that there shall not be more than seven (7) Interest Periods in effect at any Eurodollar Borrowing is specified in any one time under this Agreement); and (iv) the demand deposit account of the Borrower at the Agent's Domestic Lending Office with which the proceeds of the borrowing are to be deposited. Promptly upon its receipt of the Notice of Borrowing, the Agent shall deliver by telefacsimile a copy thereof to each Bank. The Borrower may give the Agent telephonic notice by the required time of the proposed borrowing under this Section 2.2(a); provided, that such notice, then the applicable Borrower telephonic notice shall be deemed promptly confirmed in writing by delivery to the Agent of a Notice of Borrowing. Neither the Agent nor any Bank shall incur any liability to the Borrower in acting upon any telephonic notice referred to above which the Agent believes in good faith to have selected an Interest Period been given by the Borrower or for otherwise acting in good faith under this Section 2.2(a). (b) Unless the Agent shall have received notice from a Bank (which must be received at least one Business Day prior to the date of one month’s durationany borrowing) that such Bank will not make available to the Agent such Bank's Pro Rata Percentage of such borrowing as and when required hereunder, the Agent may assume that such Bank has made such portion available to the Agent on the date of such borrowing in accordance with Section 2.1(c), and the Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. The Administrative Agent shall promptly advise give notice to the Lenders Borrower of any notice given pursuant to the Agent receives under this Section 2.03 (2.2(b), provided that the Agent shall not be liable for the failure to give such notice. If and to the extent any Bank shall not have made its full amount available to the Agent in immediately available funds and the contents thereof)Agent in such circumstances has made available to the Borrower such amount, and of that Bank shall on the Business Day following such Borrowing Date make such amount available to the Agent, together with interest at the Overnight Rate for each Lender’s portion day during such period. A notice of the requested BorrowingAgent submitted to any Bank with respect to amounts owing under this subsection (b) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Agent shall constitute such Bank's Loan on the date of borrowing for all purposes of this Agreement. If such amount is not made available to the Agent on the Business Day following the borrowing date, the Agent will notify the Borrower by the next succeeding Business Day of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent's account, together with interest thereon for each day elapsed since the date of such borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such borrowing. (c) The failure of any Bank to make the Loan to be made by it as part of any borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such borrowing, but no Bank shall be responsible for the failure of any other Bank to make the Loan to be made by such other Bank on the date of any borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver or telecopy notify the Administrative Agent by written notice to the Administrative Agent of a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.12:00 (noon), New York City time, three (3) Business Days before a proposed Borrowing, Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, on the day Business Day of the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the such Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the initial Interest Period with respect theretothereto and the Class of Loans to which such initial Interest Period will apply; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to in accordance with this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. (a) In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver or telecopy fax to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.12:00 p.m., New York City time, three (3) Business Days before a proposed Borrowing, Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 noonp.m., New York City time, on the day of the one (1) Business Day before a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower by a Responsible Officer and shall specify the following information: (i) whether the Borrowing then being requested is to be a Construction Borrowing, a Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)) and the Credit Documents); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the initial Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof2.01(a), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f)the Term Loans, as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver or telecopy facsimile to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City Charlotte, North Carolina time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon10:00 a.m., New York City Charlotte, North Carolina time, on the day date (which shall be a Business Day) of the a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))) hereof; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 hereof (and the contents thereof), and of each Lender’s 's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)effect the Term Borrowing, the applicable Borrower shall hand deliver or telecopy to the Administrative Agent or give the Administrative Agent telephonic notice (followed by a hard copy delivered by first class mail) of a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before a proposed Borrowingthe Closing Date, and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the day of the proposed BorrowingClosing Date. Each The Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Daythe Closing Date); , (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each the requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s 's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Competitive Borrowing or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 2.04 shall not apply), the applicable Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the day of the a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed confirmed promptly by hand delivery or on behalf telecopy to the Administrative Agent of a written Borrowing Request substantially in the applicable Borrower form of Exhibit C or such other form as shall be acceptable to the Administrative Agent and shall specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 2.04 (and the contents thereof), and of each Lender’s 's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the applicable Borrower shall hand deliver or telecopy fax or deliver via e-mail PDF to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three Business Days before a proposed Borrowing, Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, on the day of the one Business Day before a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the initial Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to in accordance with this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the applicable Borrower shall hand deliver or telecopy to notify the Administrative Agent in writing by delivering a duly completed Borrowing Request in the form of Exhibit C (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.12:00 (noon)., New York City time, three Business Days (or such shorter period as permitted by the Administrative Agent in its sole discretion) before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on one Business Day (or such shorter period as permitted by the day of the Administrative Agent in its sole discretion) before a proposed Borrowing. Each such written Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the applicable Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the day of the one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the applicable Borrower a written Borrowing Request and shall specify the following information: (i) whether the such Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the applicable Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 10:00 a.m., New York City Houston, Texas time, three Business Days before a proposed such Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon10:00 a.m., New York City Houston, Texas time, on the day of the proposed such Borrowing. Each Borrowing Request Such notice shall be irrevocable, shall be signed by or on behalf of the applicable Borrower irrevocable and shall in each case specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowingthereof; and (viii) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with not end after the requirements set forth in Section 2.02Maturity Date. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. Notwithstanding any other provision of this Agreement to the contrary, no Borrowing shall be requested if the Interest Period with respect thereto would end after the Maturity Date. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s 's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the applicable Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Borrowing Request of such request by irrevocable written notice (in accordance with the immediately succeeding sentence) (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, 12:30 p.m. three Business Days before a proposed BorrowingBorrowing (or, in the case of any Eurodollar Borrowing to be made on the Closing Date, not later than 12:30 p.m. on the Business Day immediately preceding Closing Date) and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the day of the 12:30 p.m. one Business Day before a proposed Borrowing. Each such notice shall be in the form of a Borrowing Request and shall be irrevocabledelivered to the Administrative Agent by hand delivery or fax, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the such Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the initial Interest Period or Interest Periods with respect thereto; provided, however, that, that notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order Borrowers shall give the Agent notice of each requested borrowing hereunder in accordance with SECTION 3.7 pursuant to request the delivery of a Borrowing (Request. The amount requested to be borrowed shall, subject to the terms and conditions of this Agreement, be made available to Borrowers not later than 1:00 p.m. Milwaukee, Wisconsin, time on the date specified for such borrowing, in immediately available funds, to the account as designated by Borrowers from time to time. Upon its receipt of such notice from the Borrower, the Agent shall promptly give notice to the other Banks, each of which shall have its respective portion of the loans available to the Agent in Milwaukee, Wisconsin, in immediately available funds not later than noon, Milwaukee time, on the borrowing date. Out of the funds received from each Bank for the making of the loans hereunder, the Agent will make a deemed loan to the Borrower in such amount on behalf of such Bank. Notes and other required documents delivered to the Agent for the account of each Bank shall be promptly delivered to such Bank, or in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall request. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than noon, Milwaukee time, on a borrowing date that such Bank will not make available to the Agent such Bank's pro rata share of the requested loan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, may, if it so chooses, make available to the Borrower on such Borrowing pursuant Date a corresponding amount. If and to Section 2.02(f)the extent that such Bank, as to which this Section 2.03 without giving such notice, shall not apply), the applicable Borrower shall hand deliver or telecopy have so made such amount available to the Administrative Agent, such Bank and the Borrower severally agree to repay the Agent a duly completed Borrowing Request forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Borrower to the date such amount is repaid to the Agent, at (ai) in the case of a Eurodollar Borrowingthe Borrower, not later than 11:00 a.m., New York City time, three Business Days before a proposed Borrowingthe rate for the loan in question, and (bii) in the case of an ABR Borrowingsuch Bank, not later than 12:00 noon, New York City time, on the day Federal Funds Rate for each of the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by first three days (or on behalf of the applicable Borrower and shall specify the following information: (ifraction thereof) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) after the date of such Borrowing demand and its prime rate or comparable rate for each day (which shall be a Business Day); (iiior fraction thereof) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowingthereafter.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)of Revolving Loans, the applicable Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 10:30 a.m., New York City time, three Business Days before a proposed Borrowing, Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 noon10:30 a.m., New York City time, on the day of the a proposed Borrowing. Each Borrowing Request Such notice shall be irrevocable, shall be signed by or on behalf of the applicable Borrower irrevocable and shall in each case specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowingthereof; and (viii) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with not end after the requirements set forth in Section 2.02Maturity Date. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. Notwithstanding any other provision of this Agreement to the contrary, the Borrower shall not be entitled to request any Borrowing if the Interest Period requested with respect to such Borrowing would end after the Maturity Date. The Administrative Agent shall promptly advise the Revolving Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s 's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Competitive Borrowing or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 2.04 shall not apply), the applicable Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the day of the a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed confirmed promptly by hand delivery or on behalf telecopy to the Administrative Agent of a written Borrowing Request substantially in the applicable Borrower form of Exhibit C or such other form as shall be acceptable to the Administrative Agent and shall specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 2.04 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a N.Z. Swingline Loan, a Competitive Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver or telecopy in writing to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Fixed Rate Borrowing, not later than 11:00 a.m.1:00 p.m., New York City timeLocal Time, three Business Days before a proposed Borrowing, and Borrowing (b) in the case of an ABR a Daily Rate Tranche A Borrowing, not later than 12:00 noon, New York City timeLocal Time, one Business Day before a proposed Borrowing and (c) in the case of any other Class of Daily Rate Borrowings, not later than 12:00 noon, Local Time, on the day Business Day of the a proposed Borrowing, provided that any Borrowing Request on the Business Day of a proposed ABR Borrowing shall be irrevocable. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) the currency and Class of such Borrowing and whether the such Borrowing then being requested is to be a Eurodollar Fixed Rate Borrowing or an ABR a Daily Rate Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Fixed Rate Borrowing, the Interest Period or Contract Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, (x) each requested Borrowing shall comply with the requirements set forth in Section 2.022.02 and (y) except as expressly provided in Section 2.08 or 2.15, no Borrower may request a Daily Rate Borrowing that is a Foreign Base Rate Borrowing. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR a Daily Rate Borrowing if denominated in dollars or Canadian Dollars, and a Fixed Rate Borrowing with a one-month Interest Period or Contract Period otherwise. If no election as to the Class of any Revolving Credit Borrowing by the U.S. Borrower is received, then, to the extent of the available Domestic Revolving Credit Commitments, such Borrowing shall be a Domestic Revolving Credit Borrowing. If no Interest Period or Contract Period with respect to any Eurodollar Fixed Rate Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period or Contract Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing. Subject to Section 2.16, a Borrowing Request may be revoked by the applicable Borrower at any time prior to 4:00 p.m., Local Time, on the Business Day prior to the proposed date of Borrowing.

Borrowing Procedure. In order to request a the Borrowing (other than a deemed Borrowing pursuant to under Section 2.02(f), as to which this Section 2.03 shall not apply)2.01, the applicable Borrower shall hand deliver or telecopy fax to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.12:00 (noon), New York City time, three Business Days before a the proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, on the day of the proposed Borrowing. Each The Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such the Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such the Borrowing; and (v) if such the Borrowing is to be a Eurodollar Borrowing, the initial Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any the Borrowing Request, each requested the Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a the Borrowing (other than a deemed Borrowing pursuant to under Section 2.02(f), as to which this Section 2.03 shall not apply)2.01, the applicable Borrower shall hand deliver deliver, telecopy or telecopy send by electronic communication to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.noon, New York City time, three Business Days before a the proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the day of the proposed Borrowing. Each The Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such the Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such the Borrowing; and (v) if such the Borrowing is to be a Eurodollar Borrowing, the initial Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any the Borrowing Request, each requested the Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such the notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such the notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the applicable Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Borrowing Request of such request by irrevocable written notice (in accordance with the immediately succeeding sentence) (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, 12:30 p.m. three Business Days before a proposed BorrowingBorrowing (or, in the case of any Eurodollar Borrowing to be made on the Original Closing Date, not later than 12:30 p.m. on the Business Day immediately preceding the Original Closing Date) and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the day of the 12:30 p.m. one Business Day before a proposed Borrowing. Each such notice shall be in the form of a Borrowing Request and shall be irrevocabledelivered to the Administrative Agent by hand delivery or fax, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the such Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the initial Interest Period or Interest Periods with respect thereto; provided, however, that, that notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the applicable Borrower shall hand deliver or telecopy a fully executed Borrowing Request to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.12:00 (noon), New York City time, one Business Day (or in the case of the Final Order Loan, three Business Days Days) before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the day of the one Business Day before a proposed Borrowing. Each such Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account DIP Proceeds Account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section Sections 2.01 and 2.02; provided, further, that the Borrower may condition each Borrowing in such notice on the entry of the Interim Order or the Final Order, as applicable. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then except as set forth in Section 2.01, the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing. Each Lender will make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 10:00 a.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided, that in the case of the Initial Allocation Date Loan, any Lender required to fund such Loan pursuant to Section 2.01(a)(ii) that is not a Lender on the Closing Date shall wire such funds to the escrow account of the Administrative Agent specified in the Notice and Instruction Form by the deadline set forth therein. Upon receipt of all requested funds, the Administrative Agent will make such Loans available to the Borrowers by promptly wiring the amounts so received, in like funds, to the DIP Proceeds Account.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.01(a) or Section 2.02(f), as to which this Section 2.03 shall not apply), the applicable Borrower shall notify the Administrative Agent by telephone (promptly confirmed by electronic communication) or shall hand deliver or telecopy send by electronic communication to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, whether denominated in dollars or in an Alternative Currency, not later than 11:00 a.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, on the day of the one Business Day before a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or a Revolving Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) for Revolving Loans, the currency of such Borrowing (provided that each ABR Borrowing shall be denominated in dollars) if such Borrowing is to be a Eurodollar Borrowing, the initial Interest Period with respect theretothereto and the Class of Loans to which such initial Interest Period will apply; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no currency is specified with respect to the requested Borrowing, then the Borrower shall be deemed to have selected dollars. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to in accordance with this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, 1:00 p.m. three (3) Business Days before a proposed Borrowing, and (b) in the case of an ABR a Base Rate Borrowing, not later than 12:00 noon, New York City time, 10:00 a.m. on the day requested date of the a proposed Borrowing. Each Borrowing Request such telephonic request shall be irrevocable, shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the applicable Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR a Base Rate Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, that notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If Except as otherwise provided in Section 2.10(b), if no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR a Eurodollar Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one 1 month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the applicable Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Borrowing Request (or telephone the Administrative Agent, promptly confirmed with a written and duly completed Borrowing Request) (a) in the case of a Eurodollar Eurocurrency Borrowing, not later than 11:00 a.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, on the day of the one Business Day before a proposed Borrowing. Each Borrowing Request (including a telephonic Borrowing Request) shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Eurocurrency Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Eurocurrency Borrowing, the initial Interest Period with respect thereto; and (vi) whether such Borrowing is subject to the conditions of Section 4.02 or 4.03; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Eurocurrency Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s 's portion of the requested BorrowingBorrowing and the account to which Loans made in connection with the requested Borrowing are to be wired.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)of Revolving Loans, the applicable Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 10:30 a.m., New York City time, three Business Days before a proposed Borrowing, Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 noon10:30 a.m., New York City time, on the day of the a proposed Borrowing. Each Borrowing Request Such notice shall be irrevocable, shall be signed by or on behalf of the applicable Borrower irrevocable and shall in each case specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowingthereof; and (viii) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with not end after the requirements set forth in Section 2.02Maturity Date. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. The Administrative Agent Notwithstanding any other provision of this Agreement to the contrary, the Borrower shall promptly advise not be entitled to request any Borrowing if the Lenders of any notice given pursuant Interest Period requested with respect to this Section 2.03 (and such Borrowing would end after the contents thereof), and of each Lender’s portion of the requested Borrowing.Maturity

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the applicable Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 11:00 10:30 a.m., New York City time, three Business Days before a proposed Borrowing, Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 noon10:30 a.m., New York City time, on the day of the a proposed Borrowing. Each Borrowing Request Such notice shall be irrevocable, shall be signed by or on behalf of the applicable Borrower irrevocable and shall in each case specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); ) and the amount thereof, and (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, howeverwhich shall not end after the Revolving Maturity Date (or, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with if the requirements set forth Borrower has made the election referred to in Section 2.022.06(a), the Term-Out Maturity Date). If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. Notwithstanding any other provision of this Agreement to the contrary, the Borrower shall not be entitled to request any Borrowing if the Interest Period requested with respect to such Borrowing would end after the Revolving Maturity Date. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s 's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Conversion) during the Funding Availability Period, the applicable Borrower shall hand deliver or telecopy send via facsimile (which facsimile may be delivered via the recipient’s electronic mail system) to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar Term SOFR Borrowing, not later than 11:00 a.m.12:00 p.m., New York City time, three (3) U.S. Government Securities Business Days before a (or such shorter period of time as Agent may agree) prior to the proposed Borrowing, (ii) in the case of a Daily Simple SOFR Borrowing, not later than 12:00 p.m., New York City time, five (5) U.S. Government Securities Business Days (or such shorter period of time as the Agent may agree) prior to the proposed Borrowing and (biii) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, on the day Business Day of the proposed Borrowing. Each Borrowing Request Such notice shall be irrevocable, shall be signed by or on behalf of the applicable Borrower irrevocable and shall in each case specify the following information: (ix) whether the Borrowing then being requested is to be a Eurodollar Term SOFR Borrowing, a Daily Simple SOFR Borrowing or an ABR Borrowing; Borrowing and (iiy) the date of such Borrowing (which shall be a Business Day); (iiiDay and shall constitute a Funding Date) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect theretothereof; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, that each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be in an ABR Borrowingamount which is an integral multiple of $1,000,000 and not less than $5,000,000. If no Interest Period with respect Notwithstanding anything to the contrary herein, the Borrower may request up to three (3) Borrowings (which, for the avoidance of doubt, shall not include any Eurodollar Borrowing is specified in any such notice, then Conversions or continuations of existing Borrowings) during the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested BorrowingFunding Availability Period.